UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2016
Commission File Number: 001-31995
MEDICURE
INC.
(Translation of registrant's name into English)
2-1250 Waverley Street
Winnipeg, MB Canada R3T 6C6
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F o
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes o
No x
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 8a72____.
EXHIBIT
LIST
Exhibit |
Title |
|
|
99.1 |
News Release Dated November 18, 2016 - Medicure Exercises Option to Acquire Majority Interest in Apicore |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Medicure Inc. |
|
(Registrant) |
|
|
|
|
|
Date: November 18, 2016 |
By: |
/s/ Dr. Albert D. Friesen |
|
Dr. Albert D. Friesen |
|
Title: President & CEO |
Exhibit 99.1
Medicure Exercises Option to Acquire Majority Interest in Apicore
Closes Debt Financing with Crown
Capital Partners for Apicore Purchase
WINNIPEG, Nov. 18, 2016 /CNW/ - Medicure Inc. ("Medicure"
or the "Company") (TSXV:MPH, OTC:MCUJF), a leading Canadian specialty pharmaceutical company, is pleased to announce
that it and a newly formed and wholly owned Mauritius subsidiary have provided notice to certain investors in Apicore Inc. and
Apigen Investments Limited (together "Apicore") under Medicure's option rights allowing for the acquisition of 4,717,000
Series A Preferred Shares and 1,250,000 Warrants in both entities for US$33,250,000, which would bring Medicure's ownership in
Apicore to 64% (or approximately 60% on a fully diluted basis). Medicure expects to close the acquisition of the majority
position in Apicore by the end of November 2016, subject to regulatory approval.
Medicure's initial ownership interest and option rights were
obtained for its lead role in structuring and participating in a majority interest purchase and financing of Apicore that occurred
on July 3, 2014. Medicure continues to have option rights until July 3, 2017 to acquire additional shares in Apicore.
Apicore is a private, New Jersey based developer and manufacturer
of specialty Active Pharmaceutical Ingredients ("APIs") and pharmaceuticals, including over 15 Abbreviated New Drug Applications
("ANDAs"), one of which, is partnered with Medicure. Apicore manufactures over 100 different API's, including over
35 for which Drug Master Files have been submitted to the FDA and 12 that are approved for commercial sale in the U.S. by customers
of Apicore. Apicore specializes in the manufacture of difficult to synthesize, high value and other niche API's for many
U.S. and international generic and branded pharmaceutical companies.
"Medicure is pleased to be acquiring a majority equity
position in Apicore and looks forward to working to further increase Apicore's value for all stakeholders, in particular Medicure's
shareholders." stated Dr. Albert Friesen, President and Chief Executive Officer of Medicure. Medicure has a long term
objective of identifying and advancing new products that are complimentary to the Company's U.S. specialty pharmaceutical business,
securing supply for potential new development products, and diversifying Medicure's asset base within the pharmaceutical industry.
Medicure's business focus continues to be maintaining and expanding the sales of AGGRASTAT® (tirofiban HCl) in the United
States.
The source of funds for the option exercise is a term loan
agreement with Crown Capital Fund IV, LP, an investment fund managed by Crown Capital Partners Inc. ("Crown") (TSX:CRN),
in which Crown holds a 40% interest, for CDN$60,000,000, of which CDN$30,000,000 was syndicated to the Ontario Pension Board ("OPB"),
a limited partner in Crown's funds. The funds will be used to pay the option exercise price of US$33,250,000 as well as to
refinance Apicore's existing long-term debt. Under the terms of the loan agreement with Crown, the loan bears interest at a fixed
rate of 9.5% per annum, compounded and payable monthly on an interest only basis, matures in 48 months, and is repayable in full
upon maturity. Medicure has also granted 450,000 warrants to each of Crown and OPB. Each warrant entitles the holder to purchase
one Medicure common share at an exercise price of $6.50 for a period of four years, subject to regulatory approval. PI Financial
Corp. acted as an advisor to Medicure on the loan from Crown.
About Apicore
Apicore is a leading process R&D and API manufacturing
service provider for the worldwide pharmaceutical industry. Apicore offers a wide portfolio of services ranging from manufacture
of API's for the generic industry to custom synthesis for early phase pharmaceutical research, and branded products. Apicore has
2 FDA-approved facilities. In the U.S., the Somerset, New Jersey facility can produce a few grams up to 200 kg volumes and in India,
the Vadodara, Gujarat facility can produce a few kilograms up to 60 metric tons yearly. Both facilities are equipped with state-of-the-art
analytical and research capabilities. For more information, please visit Apicore online at www.apicore.com.
About Medicure
Medicure is a specialty pharmaceutical company focused on
the development and commercialization of therapeutics for the U.S. hospital market. The primary focus of the Company and its subsidiaries
is the marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST elevation acute coronary syndrome in the United States,
where it is sold through the Company's U.S. subsidiary, Medicure Pharma, Inc. For more information on Medicure please visit
www.medicure.com.
About Crown Capital
Crown Capital is a specialty finance company focused on providing
capital to middle-market companies. Crown Capital provides structured and tailored financing solutions with minimal or no
ownership dilution. These solutions allow client business owners to retain the vast majority of the economic rewards associated
with their business, while providing Crown Capital with stable and predictable cash flows.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Forward Looking Information: Statements contained in
this press release that are not statements of historical fact, including, without limitation, statements containing the words "believes",
"may", "plans", "will", "estimates", "continues", "anticipates", "intends",
"expects" and similar expressions, may constitute "forward-looking information" within the meaning of applicable
Canadian and U.S. federal securities laws (such forward-looking information and forward-looking statements are hereinafter collectively
referred to as "forward-looking statements"). Forward-looking statements, including the potential for Apicore's revenue
and value to increase, the closing of the Apicore acquisition and Medicure to secure and advance new products are based on the
current assumptions, estimates, analysis and opinions of management of the Company made in light of its experience and its perception
of trends, current conditions and expected developments, as well as other factors which the Company believes to be relevant and
reasonable in the circumstances. Inherent in forward-looking statements are known and unknown risks, uncertainties and other factors
beyond the Company's ability to predict or control that may cause the actual results, events or developments to be materially different
from any future results, events or developments expressed or implied by such forward-looking statements, and as such, readers are
cautioned not to place undue reliance on forward-looking statements. Such risk factors include, among others, the Company's future
product revenues, stage of development, additional capital requirements, risks associated with the completion and timing of clinical
trials and obtaining regulatory approval to market the Company's products, the ability to protect its intellectual property, dependence
upon collaborative partners, changes in government regulation or regulatory approval processes, and rapid technological change
in the industry. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited
to, assumptions about: general business and economic conditions; the impact of changes in Canadian-US dollar and other foreign
exchange rates on the Company's revenues, costs and results; the timing of the receipt of regulatory and governmental approvals
for the Company's research and development projects; the availability of financing for the Company's commercial operations and/or
research and development projects, or the availability of financing on reasonable terms; results of current and future clinical
trials; the uncertainties associated with the acceptance and demand for new products and market competition. The foregoing list
of important factors and assumptions is not exhaustive. The Company undertakes no obligation to update publicly or otherwise revise
any forward-looking statements or the foregoing list of factors, other than as may be required by applicable legislation. Additional
discussion regarding the risks and uncertainties relating to the Company and its business can be found in the Company's other filings
with the applicable Canadian securities regulatory authorities or the US Securities and Exchange Commission, and in the "Risk
Factors" section of its Form 20F for the year ended December 31, 2015.
AGGRASTAT® (tirofiban HCl) is a registered trademark
of Medicure International, Inc
SOURCE Medicure Inc.
%CIK: 0001133519
For further information: James Kinley, Chief Financial Officer,
Tel. 888-435-2220, Fax 204-488-9823, E-mail: info@medicure.com, www.medicure.com
CO: Medicure Inc.
CNW 07:30e 18-NOV-16
This regulatory filing also includes additional resources:
ex991.pdf
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